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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 9, 2021
Date of Report (Date of earliest event reported)
 
SOLARWINDS CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware 001-38711 81-0753267
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
7171 Southwest Parkway
Building 400
Austin, Texas 78735
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 682-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, $0.001 par value SWI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  


Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2021, SolarWinds Corporation (the “Company”) entered into a Second Amendment to Employment Agreement (the “Second Amendment”) with Sudhakar Ramakrishna, which amended the Employment Agreement (the “Employment Agreement”) with Mr. Ramakrishna previously filed by the Company as an exhibit to its Current Report on Form 8-K filed on December 9, 2020, as amended by the amendment previously filed by the Company as an exhibit to its Current Report on Form 8-K filed on January 6, 2021. The Second Amendment, which was approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on March 9, 2021, amended the Employment Agreement to provide that in lieu of the initial grant of $3.5 million in the form of performance stock units to be made to Mr. Ramakrishna pursuant to the Employment Agreement, Mr. Ramakrishna shall receive a grant of $7 million in the form of restricted stock units (“RSUs”), which grant was made by the Compensation Committee on March 9, 2021. The RSUs will vest 25% on February 15, 2022 and 6.25% in each quarter thereafter.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
Number 		   Description
10.1  
104 Cover Page Interactive Data File (formatted as Inline XBRL)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOLARWINDS CORPORATION
Dated: March 11, 2021 By: /s/ J. Barton Kalsu
J. Barton Kalsu                
Chief Financial Officer



SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT


    THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of March 9, 2021 (the “Effective Date”), by and between SolarWinds Worldwide, LLC, a Delaware limited liability company (the “Company”) and wholly-owned subsidiary of SolarWinds Corporation, a Delaware corporation (“Parent”), and Sudhakar Ramakrishna (“Employee”). This Amendment amends the Employment Agreement (as defined below) on the terms set forth herein. All capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Employment Agreement.
Recitals
WHEREAS, the Company and Employee each desire to amend each that certain Employment Agreement between the Company and Employee dated as of December 7, 2020, as amended by that certain Amendment to Employment Agreement dated as of January 4, 2021 (as amended, the “Employment Agreement”), as set forth below effective as of the Effective Date.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Company’s continued employment of Employee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows, notwithstanding anything in the Employment Agreement to the contrary:
(a)In lieu of the initial grant of $3.5 million of PSUs to be made to Employee by Parent pursuant to Section 2(d) of the Employment Agreement, Parent shall grant Employee $7 million in the form of RSUs, which shall vest (i) 25% on February 15, 2022 and (ii) 6.25% in each quarter thereafter.
(b)Except as expressly amended hereby, the Employment Agreement shall remain unmodified and in full force and effect.
(c)This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(d)In the event of any conflict between the terms of this Amendment and the Employment Agreement, the terms of this Amendment shall expressly control.
[Signature Page(s) Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date set forth above:
SOLARWINDS WORLDWIDE, LLC


By: /s/ Jason Bliss     
Name: Jason Bliss
Its: General Counsel
EMPLOYEE


/s/ Sudhakar Ramakrishna    
Sudhakar Ramakrishna


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